NeuroVive decides on a Rights issue for continued drug development

Thu, Feb 15, 2018 08:30 CET

Lund, Sweden, 15 February 2018, NeuroVive Pharmaceutical AB(publ) (Nasdaq Stockholm: NVP, OTCQX: NEVPF) announces that the Board of Directors of NeuroVive Pharmaceutical AB (publ) ("NeuroVive" or "the Company") on 15 February 2018 resolved, subject to approval by the Extraordinary General Meeting, to issue shares and warrants with preferential rights for existing shareholders ("Rights issue"). Upon full subscription to the Rights issue, the Company will receive approximately MSEK 78.5 before issuance costs. In full exercise of the warrants issued in the Rights issue, the Company will receive an additional MSEK 37.3 before issuance costs.

The proceeds from the Rights issue will mainly be used to finance the further clinical development of KL1333 and preparing for the start of clinical Phase II efficacy study of NeuroSTAT, as well as to the Company’s other drug development projects in pre-clinical phase.

The decision requires approval at an Extraordinary General Meeting to be held on 22 March 2018. See separate press release with notice of the Extraordinary General Meeting for further information.

The Rights issue in brief

Shareholders in NeuroVive have the preferential right to subscribe for units. One (1) existing share held on the record date of 5 April 2018, entitles to three (3) unit rights. Sixteen (16) unit rights entitles to subscription of one (1) unit consisting of four (4) new shares and one (1) warrantwithout consideration of series 2018:1.

The subscription price is SEK 8 per unit, corresponding to SEK 2 per share.

At full subscription of the Rights issue, NeuroVive is added approximately MSEK 78.5 before issuance costs.

One (1) warrant of series 2018:1 entitles the holder to subscribe for one (1) share in the Company at a subscription price of SEK 3.80 during the period from 1 November 2018 until 30 November 2018.

At full utilization of the warrants, NeuroVive will receive approximately another MSEK 37.3 before issuance costs.

The issue is guaranteed to 70 percent through guarantee commitments.

The subscription period runs from 10 April - 24 April 2018.

"NeuroVive has an exciting year ahead. Through a successful Rights issue, we will be able to take several important steps in our clinical development projects, NeuroSTAT and KL1333, for both of which new clinical studies are set to start in 2018. In addition, we will be able to take other drug development projects to critical milestones," says NeuroVive’s CEO Erik Kinnman.

Background and motive

NeuroVive’s project portfolio

The Company's project portfolio consists of two projects in clinical development phase: NeuroSTAT for traumatic brain injury (TBI) and KL1333 for genetic mitochondrial diseases. The portfolio contains two additional projects for genetic mitochondrial diseases (NVP015 and NVP025), two projects for the metabolic disease NASH (NV556 and NVP022), and NVP024, a project for liver cancer (HCC). By 2018, the Company intends to initiate a Phase II clinical study of NeuroSTAT and a Phase I clinical study of KL1333.

Milestones in 2017

In licensing of Yungjin Pharm's drug candidate KL1333 for which a Phase I clinical study was started by Yungjin Pharm in Korea in June 2017.

Orphan drug designation for KL1333 in Europe.

Positive results from the Phase II study of NeuroSTAT, CHIC, conducted at Rigshospitalet in Copenhagen.

Confirming the brain-protective effects of NeuroSTAT after trauma in a translational pre-clinical effect study at the University of Pennsylvania.

Initiation of NV556 project outlicensing activities.

Presentation of positive preclinical data in projects NV556 and NVP022 at international scientific congresses.

Research grant from VINNOVA for project NVP015.

Lead candidate for continued development selected for NVP015 project and preclinical development initiated.

Collaboration agreement with Karolinska Institutet on myopathy and NVP025 project.

Presentation of positive preclinical data in NVP024 project at international scientific congresses.

Research grant from the Swedish Foundation for Strategic Research for NVP024 project (in collaboration with Lund University).

Goals for 2018

Results from the clinical Phase I study of KL1333 in Korea.

Start of the next clinical Phase I study of KL1333 in Europe and / or the United States.

Presentation of complete results from the Phase II study of NeuroSTAT, CHIC.

Results from NVP015 studies at the Children's Hospital of Philadelphia (CHOP).

Evaluation of substances and selection of lead candidate in NVP025 project.

Evaluation of substances and selection of lead candidate in NVP022 project.

Presentation of further experimental studies in NVP024 project, as well as preliminary results from Industrial PhD student collaboration with Lund University.

Motive for the Rights issue

The motive for the Rights issue is primarily to acquire working capital to advance the Company's projects in clinical development. Insofar as the Rights issue is subscribed to a sufficient degree, part of the proceeds will be used for continued development of the Company's preclinical projects. The remaining part of the proceeds will be used to ensure the development of the patent portfolio, as well as for the Company's operating expenses. The Company's assessment is that the working capital requirement for the next twelve months after the completion of the Rights issue is sufficient to implement the Company's business plan. If the Rights issue is not fully subscribed, the Company will reduce the activities related to all projects and focus primarily on the Company's programs in the clinical development phase.

Preliminary timetable for the Rights issue (all dates refer to 2018)

Wednesday, 4 April First day for trading of shares without the right to participate in the Rights issue with

preferential rights

Thursday, 5 April Record date for the receipt of unit rights and right to participate in the Rights issue with

preferential rights

Monday, 9 April Estimated date for publication of prospectus

Tuesday, 10 April Subscription period starts

Tuesday, 10 April Trading of unit rights starts

Friday, 20 April Trading of unit rights ends

Tuesday, 24 April Subscription period ends

Friday, 27 April Announcement of the outcome of the Rights issue

Terms for the Rights issue

One (1) existing share entitles to three (3) unit rights. Sixteen (16) unit rights entitle to subscription of one (1) unit, consisting of four (4) new shares and one (1) warrant of series 2018:1. The subscription price per unit is SEK 8, corresponding to a subscription price of SEK 2 per share. The warrants are issued without consideration.

One (1) warrant of series 2018:1 entitles the holder to subscribe for one (1) new share in the Company and the subscription price shall be SEK 3.80. Subscription of shares in the Company with warrants of series 2018:1 shall take place during the period from and including 1 November 2018 up to and including 30 November 2018.

Guarantee commitments

The Rights issue is guaranteed up to an amount of approximately MSEK 55, corresponding to 70 percent of the Rights issue, through guarantee commitments from external investors. Cash commission is payable under the guarantee commitment of ten (10) percent of the guaranteed amount. No cash or other assets have been pledged and no other collateral has been provided to secure the commitments. Further information regarding the parties who have entered into guarantee commitments can be found in the prospectus that is expected to be published on 9 April 2018 in accordance with the above preliminary timetable.

Share structure and share capital

The Board of Directors has, subject to approval by the Extraordinary General Meeting, resolved to increase the Company's share capital by not more than SEK 1,962,232.20 by an issue of not more than 39,244,644 shares, and to issue not more than 9,811,161 warrants of series 2018:1 entitling to subscription of a total of 9,811,161 shares in the Company, whereby the Company’s share capital may increase by not more than SEK 490,558.05 upon exercise of the issued warrants of series 2018:1.

Proposal to authorize the Board of Directors to issue a new issue of shares, warrants and/or convertibles

In addition, the Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to resolve, on one or more occasions, during the period up and until the next Annual General Meeting, on increase of the Company's share capital by not more than SEK 690,000 corresponding to an increase by not more than fifteen (15) percent of the Company’s share capital calculated on full subscription in the Rights issue, by issue of new shares, warrants and/or convertibles, with or without waiving the preferential rights of the shareholders. The authorization replaces the existing authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles, resolved upon at the 2017 Annual General Meeting.

This press release contains certain forward-looking statements that reflect the Company's current views and expectations of future events as well as financial and operational development, including statements regarding new issues, and statements regarding guidance, planning, prospects and strategies. Words that are "referred", "expected", "expected", "planned", "estimated", "can", and other expressions that imply indications or predictions of future developments or trends, and which are not based on historical facts, are forward-looking information. Although the Company believes that these statements are based on reasonable assumptions and expectations, the Company cannot guarantee that such forward-looking statements will be implemented. As these forward-looking statements include both known and unknown risks and uncertainties, real outcomes can differ substantially from what is stated in forward-looking information. Prospective statements in the press release only apply at the time of the press release and may change without notice. The Company makes no commitment to publish updates or revisions of forward-looking statements as a result of new information, future events or the like beyond what is required by applicable laws or stock market regulation.

About NeuroVive

NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase II development for the prevention of moderate to severe traumatic brain injury (NeuroSTAT®) and one project in clinical phase I (KL1333) for genetic mitochondrial diseases. The R&D portfolio consists of several late stage research programs in areas ranging from genetic mitochondrial disorders to cancer and metabolic diseases such as NASH. The Company’s strategy is to advance drugs for rare diseases through clinical development and into the market. The strategy for projects within larger indications outside the core focus area is out-licensing in the preclinical phase. NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTCQX Best Market in the US (OTC: NEVPF).

About Stockholm Corporate Finance AB

Stockholm Corporate Finance is a Swedish, independent and privately owned financial advisor offering qualified transaction based advisory services by acting in capital raisings, changes in ownership, acquisition, merger and acquisitions (M&A) in listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network of M&A Worldwide consisting of 44 M&A advisors and investment banks in 38 countries. Stockholm Corporate Finance is an investment firm which is supervised by the FSA and is a member of the trade organization SwedSec Licensing AB. www.stockholmcorp.se.

This information is information that NeuroVive Pharmaceutical AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 a.m. CET on 15 February 2018.

About Us

NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase II development for the prevention of moderate to severe traumatic brain injury (NeuroSTAT®) and one project in clinical phase I (KL1333) for genetic mitochondrial diseases. The R&D portfolio consists of several late stage research programs in areas ranging from genetic mitochondrial disorders to cancer and metabolic diseases such as NASH. The company’s strategy is to advance drugs for rare diseases through clinical development and into the market. The strategy for projects within larger indications outside the core focus area is out-licensing in the preclinical phase. NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTCQX Best Market in the US (OTC: NEVPF).www.neurovive.com

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NeuroVive has an exciting year ahead. Through a successful Rights issue, we will be able to take several important steps in our clinical development projects, NeuroSTAT and KL1333, for both of which new clinical studies are set to start in 2018. In addition, we will be able to take other drug development projects to critical milestones